The fundamental elements of this claim are: "the existence of a business relationship; the alleged tortfeasor's knowledge of that relationship; intentional interference with the relationship; and consequential loss." Chem-Tek, Inc. v. General Motors Corp., 816 F. Supp. 123, 130 (D.Conn. 1993) (citing Solomon v. Aberman, 196 Conn. 359, 383, 493 A.2d 193 (1985); Harry A. Finman Son, Inc. v. Connecticut Truck Trailer Serv. Co., 169 Conn. 407, 415, 363 A.2d 86 (1975)).

"Rather its legal significance is fixed by reality, not by what defendant[s] or plaintiffs call it, though descriptive language may be relevant." Petereit v. S.B. Thomas, Inc., 853 F. Sup. 55, 60 (D. Conn. 1993), aff'd in part, rev'd in part, 63 F.3d 1169 (2d Cir. 1995), cert. denied, 517 U.S. 1119, 116 S.Ct. 1351, 134 L.Ed.2d 520 (1996); see also Chem-Tek, Inc. v. General Motors Corp., 816 F. Sup. 123, 125 (D. Conn. 1993) (finding agreement between parties based on oral and written representations and a long established course of dealings). Accordingly, the statutory test should be whether the parties' conduct, in addition to their words, constitutes an agreement or arrangement.

A number of district courts have cited Grand Light for the proposition that the CFA does not require exclusive association. See, e.g., Chem-Tek, Inc. v. General Motors Corp., 816 F. Supp. 123, 129 (D.Conn. 1993); Sorisio v. Lenox, Inc., 701 F. Supp. 950, 961 (D.Conn. 1988); Leisure Unlimited, Inc. v. Department 56, Inc., No. 3:95CV2039, 1996 WL 684406, *4 (D.Conn., May 3, 1996); see also Hartford Electric Supply Co. v. Allen Bradley Co., Inc., No. CV 96562061S, 1997 WL 297256, *8 (Conn.Super.Ct., May 28, 1997) (citing Chem-Tek for the proposition that substantial association "does not require exclusivity"). These courts rely on the following passage from Grand Light:

. . . control over hours and days of operation, advertising, financial support, auditing of books, inspection of premises, control over lighting, employee uniforms, prices, trading stamps, hiring, sales quotas and management training.Chem-Tek, Inc. v. General Motors Corp., 816 F. Supp. 123, 129 (D.Conn. 1993). In support of its argument that JDI offered "services" under an ABT-prescribed marketing plan, JDI notes that ABT requires subscribing dealerships to train one employee as an "ABT representative," dictates the length of time that dealerships must leave an offered price on the table, and closely scripts the interactions between dealerships and customers referred by ABT. On the other hand, ABT exercises no control whatsoever over the day-to-day business decisions of subscribing dealerships.

United's breach of contract claim alleges that Frey violated the non-compete and confidentiality obligations contained in the Agreement. Compl. Count One. "The elements of a breach of contract claim are: (1) the existence of a contract; (2) a breach of the contract; and (3) damages resulting from the breach."Bastanzi, 2005 WL 5543590, at *4 (citing Chem-Tek, Inc. v. Gen. Motors Corp., 816 F. Supp. 123, 131 (D. Conn. 1993) (citingO'Hara v. State, 218 Conn. 628 (1991))). Frey argues that the Employment Agreement is unenforceable because the restrictive covenants are overly broad and unenforceable. Defendant asserts that the "restrictive covenant prevents Mr. Frey from working for a person or entity that rents or sells equipment or merchandise of any kind to the commercial or general public."

See Hartford Elec. Supply Co., 736 A.2d at 833. While there is no precise formula as to what meets the first part of the test for determining a franchise relationship under § 42-133e of a "marketing plan or system prescribed in substantial part by a franchisor," see id. at 834; Chem-Tek, Inc. v. General Motors Corp., 816 F. Supp. 123, 129 (D.Conn. 1993); Sorisio v. Lenox, Inc., 701 F. Supp. 950, 960 (D.Conn. 1988), aff'd, 863 F.2d 195 (2d Cir. 1988), the Connecticut Supreme Court and U.S. District Court in Connecticut have generally applied the factors outlined in Consumers Petroleum of Connecticut, Inc. v. Duhan, 452 A.2d 123 (Conn. Supp. 1982), to determine this issue. See Hartford Elec. Supply Co., 736 A.2d at 834; Ackley v. Gulf Oil Corp., 726 F. Supp. 353, 365 (D.Conn. 1989); Aurigemma v. Arco Petroleum Prods. Co., 698 F. Supp. 1035, 1038-39 (D.Conn. 1988); McKeown Distributors Inc., v. Gyp-Crete Corp., 618 F. Supp. 632, 642 (D.Conn. 1985).

See Hartford Elec. Supply Co., 736 A.2d at 833. While there is no precise formula as to what meets the first part of the test for determining a franchise relationship under § 42-133e of a "marketing plan or system prescribed in substantial part by a franchisor," see id. at 834; Chem-Tek, Inc. v. General Motors Corp., 816 F. Supp. 123, 129 (D.Conn. 1993); Sorisio v. Lenox, Inc., 701 F. Supp. 950, 960 (D.Conn. 1988), aff'd, 863 F.2d 195 (2d Cir. 1988), the Connecticut Supreme Court and U.S. District Court in Connecticut have generally applied the factors outlined in Consumers Petroleum of Connecticut, Inc. v. Duhan, 452 A.2d 123 (Conn. Supp. 1982), to determine this issue. See Hartford Elec. Supply Co., 736 A.2d at 834; Ackley v. Gulf Oil Corp., 726 F. Supp. 353, 365 (D.Conn. 1989); Aurigemma v. Arco Petroleum Prods. Co., 698 F. Supp. 1035, 1038-39 (D.Conn. 1988); McKeown Distributors Inc., v. Gyp-Crete Corp., 618 F. Supp. 632, 642 (D.Conn. 1985).

See Agreement at § 6.1. Under Connecticut law, in order to establish a prima facie claim of breach of contract, Courtien must show: (1) the existence of the agreement; (2) breach of the agreement by Aetna; and (3) that Courtien was damaged by the breach. See Chem-Tek, Inc. v. General Motors Corp., 816 F. Supp. 123, 131 (D.Conn. 1993) (applying Connecticut law). On this motion, then, the defendant must show that there is no triable issue of material fact as to any of these three elements. The parties agree that a contract existed.

"In pleading an action for breach of [contract], plaintiff must plead: 1) the existence of a contract or agreement; 2) the defendant's breach of the contract or agreement; and 3) damages resulting from the breach." Chem-Tek, Inc. v. General Motors Corp., 816 F.Sup. 123, 131 (D.Conn. 1993). The court does not reach the legal or factual merits of the plaintiff's claim, however, based on a reading most favorable to the plaintiff as nonmoving party, as the plaintiff has sufficiently alleged the elements of a breach of contract claim.

"[T]he franchisee must have the right to offer, sell or distribute goods or services . . . [and] the franchisor must substantially prescribe a marketing plan for the offering, selling or distributing of goods or services." Chem-Tek, Inc. v. General Motors Corp. , 816 F. Sup. 123, 127 (D. Conn. 1993). "The definitions do not require that a franchisor convey goods to the franchisee for resale under the franchisor's trademark. Rather, what is required is the right to offer, sell or distribute goods under the franchisor's trademark.